Jon B. Rousseau - Nov 21, 2023 Form 4 Insider Report for BrightSpring Health Services, Inc. (BTSG)

Signature
/s/ Steven S. Reed, as Attorney-in-Fact
Stock symbol
BTSG
Transactions as of
Nov 21, 2023
Transactions value $
-$9,999,463
Form type
4
Date filed
1/30/2024, 04:15 PM
Next filing
Jan 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BTSG Common Stock Award $0 +968K +49711.56% $0.00 970K Jan 26, 2024 Direct F1
holding BTSG Common Stock 351K Nov 21, 2023 By Rousseau Family Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BTSG Stock Options (Right to Buy) Disposed to Issuer -$3.44M -216K -36.77% $15.92* 371K Nov 21, 2023 Common Stock 216K $6.37 Direct F2, F3
transaction BTSG Stock Options (Right to Buy) Disposed to Issuer -$6.56M -412K -43.53% $15.92* 535K Nov 21, 2023 Common Stock 412K $6.37 By The Margaret Rousseau Children Trust F4, F5
transaction BTSG Stock Options (Right to Buy) Award $0 +628K $0.00 628K Nov 22, 2023 Common Stock 628K $22.29 Direct F6
transaction BTSG Stock Options (Right to Buy) Award $0 +956K +257.46% $0.00 1.33M Jan 25, 2024 Common Stock 956K $6.37 Direct F7
transaction BTSG Stock Options (Right to Buy) Award $0 +320K $0.00 320K Jan 25, 2024 Common Stock 320K $13.00 Direct F8
holding BTSG Stock Options (Right to Buy) 378K Nov 21, 2023 Common Stock 378K $6.37 By Rousseau Family Trust F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 26, 2024 reporting person was granted restricted stock units ("RSUs") which vest in twelve equal quarterly installments commencing on April 25, 2024. Each RSU represents a contingent right to receive one share of common stock upon settlement.
F2 A portion of the option was canceled by mutual agreement of the reporting person and Issuer. The reporting person received $3,437,500 as consideration for the cancellation. Such cancelled securities were not included on the Form 3 filed by the reporting person on January 26, 2024. Reflects a 15.7027-for-1 forward stock split of the Issuer's common stock, which became effective on January 25, 2024 (the "Stock Split"). Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria.
F3 Options granted on October 16, 2019, of which, the remaining 46,803 unvested options will vest fully on March 5, 2024.
F4 A portion of the option was canceled by mutual agreement of the Trust and Issuer. The Trust received $6,562,500 as consideration for the cancellation. Such cancelled securities were not originally included on the Form 3 filed by the reporting person on January 26, 2024. Reflects the Stock Split.
F5 These options are fully vested.
F6 Options acquired represent options originally granted on November 22, 2023 which vest one-third on May 22, 2024, and the remaining two-thirds to vest in equal monthly installments over the two years subsequent to the grant date. Such securities were originally included on the Form 3 filed by the reporting person on January 26, 2024. Reflects the Stock Split.
F7 Options acquired represent options originally granted on October 16, 2019, which were previously subject to the achievement by the Issuer of performance vesting criteria and which were deemed vested on January 25, 2024, in connection with the pricing of the Issuer's initial public offering. Such securities were originally included on the Form 3 filed by the reporting person on January 26, 2024. The remaining 46,803 unvested options are subject to a time-based vesting schedule, which options shall fully vest on March 5, 2024. Reflects the Stock Split. Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria.
F8 Options granted on January 25, 2024 which vest in twelve equal quarterly installments commencing on April 25, 2024. Such securities were originally included on the Form 3 filed by the reporting person on January 26, 2024.

Remarks:

Title: Chairman, President and Chief Executive Officer. The reporting person states that this filing shall not be an admission that the reporting person is the beneficial owner of any of the securities reported herein as indirectly owned, and the reporting person disclaims beneficial ownership of such securities except to the extent of the reporting person's pecuniary interest therein.